UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

Fidelity National Financial, Inc., a corporation.

File No. 991-0298

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission"), having initiated an investigation of the acquisition by Fidelity National Financial, Inc. ("FNF") of the common stock of Chicago Title Corporation ("CT"), and it now appearing that FNF, hereinafter sometimes referred to as "Proposed Respondent," is willing to enter into this Agreement Containing Consent Order ("Consent Agreement") to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized officers and attorney, and counsel for the Commission that:

1. Proposed Respondent FNF is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its executive offices located at 17911 Von Karman Avenue, Irvine, California 92614-6253.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint here attached.

3. Proposed Respondent waives:

a. any further procedural steps;
 
b. the requirement that the Commission's Decision & Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;
 
c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision & Order entered pursuant to this Consent Agreement; and
 
d. any claim under the Equal Access to Justice Act.

4. Proposed Respondent shall submit within thirty (30) days of the date this Consent Agreement is signed by Proposed Respondent an initial report, pursuant to Commission Rule 2.33, 16 C.F.R.  2.33, signed by Proposed Respondent, setting forth in detail the manner in which Proposed Respondent has complied and will comply with Paragraphs II. through IV. of the Decision & Order. Such report will not become part of the public record unless and until the accompanying Consent Agreement and Decision & Order are accepted by the Commission for public comment.

5. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Proposed Respondent, in which event it will take such action as it may consider appropriate, or amend its complaint if circumstances so require and issue its Decision & Order, in disposition of the proceeding.

6. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondent that the law has been violated as alleged in the draft Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.

7. This Consent Agreement contemplates that, if it is accepted by the Commission, the Commission may (1) issue its Complaint corresponding in form and substance with the draft Complaint here attached, and (2) make information public with respect thereto. If such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to Proposed Respondent, issue the attached Decision & Order containing an order to divest in disposition of the proceeding. When so entered, the Decision & Order shall have the same force and effect, and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision & Order shall become final upon service. Delivery of the Complaint and the Decision & Order to Proposed Respondent's United States counsel named in this Consent Agreement by any means specified in Commission Rule 4.4(a), 16 C.F.R.  4.4(a), shall constitute service. Proposed Respondent waives any right it may have to any other manner of service. The Complaint may be used in construing the terms of the Decision & Order, and no agreement, understanding, representation, or interpretation not contained in the Decision & Order or the Consent Agreement may be used to vary or contradict the terms of the Decision & Order.

8. By signing this Consent Agreement, Proposed Respondent represents that it can accomplish the full relief contemplated by the attached Decision & Order.

9.Proposed Respondent has read the Complaint and Decision & Order contemplated hereby. Proposed Respondent understands that once the Decision & Order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the Decision & Order. Proposed Respondent agrees to comply with the terms of the Decision & Order from the date it signs this Consent Agreement. Proposed Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Decision & Order after it becomes final.

10. If the Commission accepts the Consent Agreement for public comment, it will excuse Proposed Respondent from its obligation to comply with all outstanding information requests and terminate the waiting period established by Section 7A of the Clayton Act, 15 U.S.C.  18a.

Signed this _______ day of ___________, 1999.

FNF

_________________________
William P. Foley, II
Chairman and Chief Executive Officer

_________________________
Peter T. Sadowski
Executive Vice-President and General Counsel

_________________________
John A. Herfort
Counsel for FNF
Gibson Dunn & Crutcher, LLP

FEDERAL TRADE COMMISSION
Daniel J. Silver
Attorney

Jacqueline Tapp
Investigator

By:__________________________
Daniel J. Silver

APPROVED:

______________________________
Michael E. Antalics
Assistant Director

______________________________
Molly S. Boast
Senior Deputy Director

______________________________
Richard G. Parker
Director
Bureau of Competition